November 27, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Dryden Fund
(File No. 811-6677)
On behalf of Prudential Dryden Fund, enclosed for filing
under the Investment Company Act of 1940 are:
(1) One copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel to the Fund.
These documents have been filed using the EDGAR system.
Very truly yours,
/s/ Marguerite E. H. Morrison Marguerite E.H.
Morrison Assistant Secretary
MM/ln
Enclosures
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form. Please print or type.
1. Name and address of issuer: Prudential Dryden Fund,
Gateway Center Three, Newark, New Jersey 07102-4077.
2. Name of each series or class of funds for which this
notice is filed: Active Balanced Fund; Balanced Fund; Growth Stock Fund;
Income Fund; Money Market Fund; and Stock Index Fund.
3. Investment Company Act File Number: 811-6677
Securities Act File Number: 33-48066.
4. Last day of fiscal year for which this notice is filed:
September 30, 1996.
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
7. Number and amount of securities of the same class or
series which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year: None
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2: None
9. Number and aggregate sale price of securities sold during
the fiscal year: 76,884,767/$499,148,227
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule 24f-2:
76,884,767/$499,148,227
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend reinvestment plans, if
applicable
(see instruction B.7): 5,978,990/$43,034,321
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from item 10): $499,148,227 (ii) Aggregate
price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +$43,034,321 (iii) Aggregate
price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$895,260,412
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2
(if applicable): + 0
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance of rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): $(353,077,864)
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
Instructions: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's Rules
of Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: N/A
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
/s/ S. Jane Rose By S. Jane
Rose, Secretary)
Date November 27, 1996
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W. 9th Floor Washington, D.C.
20036
November 27, 1996
Prudential Dryden Fund
Gateway Center Three
Newark, New Jersey 07102
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
Prudential Dryden Fund (formerly The Prudential Institutional Fund)
("Trust") is a business trust organized under the laws of the State of Delaware
and governed by an Agreement and Declaration of Trust, dated May 11, 1992, as
amended on July 7, 1992 and October 30, 1996 (the "Trust Instrument"). We
understand that the Trust is about to file a Rule 24f-2 Notice pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended ("1940 Act"), for the
purpose of making definite the number of shares of beneficial interest, par
value $0.001 per share, that it has registered under the Securities Act of 1933,
as amended ("1933 Act"), and sold during its fiscal year ended September 30,
1996.
We have, as counsel, participated in various matters relating to the Trust.
We have examined copies, either certified or otherwise proved to be genuine, of
the Trust Instrument and the Trust's By-Laws, as now in effect, and the minutes
of meetings of the trustees of the Trust, and we generally are familiar with its
business affairs. For certain matters of fact, we have relied upon
representations of officers of the Trust. Based on the foregoing, it is our
opinion that the shares sold during the fiscal year ended September 30, 1996,
the registration of which will be made definite by the filing of a Rule 24f-2
Notice, were legally issued, fully paid and non-assessable.
The Trust is a business trust established pursuant to the
Delaware Business Trust Act ("Delaware Act"). The Delaware Act provides that a
shareholder of the Trust is entitled to the same
limitation of personal liability extended to shareholders of for-profit
corporations. To the extent that the Trust or any of
its shareholders becomes subject to the jurisdiction of courts in
states that do not have statutory or other authority limiting the liability of
business trust shareholders, such courts might not apply the Delaware Act and,
thus, might subject Trust shareholders to liability. To guard against this
risk, the Trust Instrument: (1) requires that every written obligation of the
Trust contain a statement that such obligation may be enforced only against the
assets of the Trust and (2) provides for indemnification out of Trust property
of any shareholder held personally liable, solely by reason of being a
shareholder, for the obligations of the Trust. Thus, the risk of a Trust
shareholder incurring financial loss beyond the shareholder's investment because
of shareholder liability is limited to circumstances in which a court refuses to
apply Delaware law, no contractual limitation of liability was in effect, and
the Trust itself would be unable to meet its obligations.
We express no opinion as to compliance with the 1933 Act, the 1940 Act, or
applicable state securities laws in connection with the sales of Shares.
We hereby consent to this opinion accompanying the Rule 24f-2 Notice that
you are about to file with the Securities and Exchange Commission. We also
consent to the reference to our firm in the
prospectus filed as part of the Trust's registration statement. Very truly
yours,
KIRKPATRICK & LOCKHART LLP
By /s/Robert J.Zutz Robert J. Zutz
